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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 18, 2009
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WESTAMERICA BANCORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA
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(State or Other Jurisdiction of Incorporation)
001-9383 94-2156203
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(Commission File Number) (IRS Employer Identification No.)
1108 Fifth Avenue, San Rafael, California 94901
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(Address of Principal Executive Offices) (Zip Code)
(707) 863-6000
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(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Exhibits
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99.1 Press release dated November 18, 2009
Item 8.01: Other Events
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On November 18, 2009 Westamerica Bancorporation announced a redemption of
preferred stock. A copy of the press release is attached as Exhibit 99.1 to
this Form 8-K and is incorporated herein by reference.
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Signatures
Pursuant to the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Westamerica Bancorporation
/s/ JOHN "ROBERT" THORSON
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John "Robert" Thorson
Senior Vice President and Chief Financial Officer
November 18, 2009
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INDEX TO EXHIBITS
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Sequentially
Exhibit No. Description Number Page
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(99.1) Press release dated 5-6
November 18, 2009
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Exhibit 99.1:
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FOR IMMEDIATE RELEASE
November 18, 2009
WESTAMERICA BANCORPORATION REDEEMS PREFERRED STOCK
San Rafael, CA: Westamerica Bancorporation (NASDAQ: WABC) previously issued
83,726 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A
(Preferred Stock), to the United States Department of the Treasury (Treasury) on
February 13, 2009. On September 2, 2009, Westamerica redeemed 41,863 shares of
the Preferred Stock from the Treasury.
Today, Westamerica redeemed the remaining 41,863 shares Preferred Stock from the
Treasury at $1,000 per share. This redemption will require a one-time after-tax
charge of $517 thousand, equivalent to approximately $0.02 diluted earnings per
common share(EPS), to accelerate the accretion of the Preferred Stock discount.
Quarterly Preferred Stock dividends and discount accretion will decline $553
thousand following the redemption, increasing quarterly EPS by approximately
$0.02.
"Westamerica is proud to have fully retired the preferred stock using our
operating cash flow. Our strong earnings have supported this redemption nine
months after the preferred stock was issued," stated Chairman, President and
CEO David Payne. "Westamerica did not issue additional common shares to finance
the acquisition of County Bank. The incremental earnings from that acquisition
are now fully delivered to our base of common shares existing at the time of the
acquisition," concluded Payne.
Westamerica Bancorporation reported diluted earnings per common share of $0.81
for the third quarter 2009, and declared a quarterly dividend per common share
of $0.35 on October 22, 2009. Third quarter 2009 results represented a 20
percent annualized return on common shareholders' equity. Westamerica
Bancorporation, through its wholly owned subsidiary, Westamerica Bank, operates
99 branches and two trust offices throughout Northern and Central California.
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Westamerica Bancorporation Web Address: www.westamerica.com
For additional information contact:
Westamerica Bancorporation
Robert A. Thorson - SVP & Chief Financial Officer
707-863-6840
FORWARD-LOOKING INFORMATION:
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This press release contains forward-looking statements about Westamerica
Bancorporation for which it claims the protection of the safe harbor provisions
contained in the Private Securities Litigation Reform Act of 1995. Examples of
forward-looking statements include, but are not limited to: (i) projections of
revenues, expenses, income or loss, earnings or loss per share, the payment or
nonpayment of dividends, capital structure and other financial items; (ii)
statements of plans, objectives and expectations of the Company or its
management or board of directors, including those relating to products or
services; (iii) statements of future economic performance; and (iv) statements
of assumptions underlying such statements. Words such as "believes",
"anticipates", "expects", "intends", "targeted", "projected", "continue",
"remain", "will", "should", "may" and other similar expressions are intended to
identify forward-looking statements but are not the exclusive means of
identifying such statements.
These forward-looking statements are based on Management's current knowledge and
belief and include information concerning the Company's possible or assumed
future financial condition and results of operations. A number of factors, some
of which are beyond the Company's ability to predict or control, could cause
future results to differ materially from those contemplated. The Company's most
recent quarterly report on Form 10-Q for the quarter ended September 30, 2009
and annual report on Form 10-K for the year ended December 31, 2008 filed with
the Securities and Exchange Commission describe some of these factors. These
factors include but are not limited to (1) the length and severity of current
difficulties in the national and California economies and the effects of federal
and state government efforts to address those difficulties; (2) liquidity levels
in capital markets; (3) fluctuations in asset prices including, but not limited
to, stocks, bonds, real estate, and commodities; (4) the effect of acquisitions
and integration of acquired businesses including the recently acquired County
Bank; (5) economic uncertainty created by terrorist threats and attacks on
the United States, the actions taken in response, and the uncertain effect of
these events on the national and regional economies; (6) changes in the interest
rate environment; (7) changes in the regulatory environment; (8) competitive
pressure in the banking industry; (9) operational risks including data
processing system failures or fraud; (10) volatility of rate sensitive loans,
deposits and investments; (11) asset/liability management risks and liquidity
risks; and (12) changes in the securities markets. The Company undertakes no
obligation to update any forward-looking statements to reflect circumstances or
events that occur after the date forward-looking statements are made.
Forward-looking statements speak only as of the date they are made.
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